All That Glitters
All That Glitters is the fifth episode of Ben 10: Alien Force. Plot While Ben is looking at a hologram message from Grandpa Max (which they obtained earlier in Kevin's Big Score), Kevin and Gwen have a fight over how Kevin is reluctant to ask her out. Intending to follow Grandpa Max's advice in the message to recruit a team of Plumber's kids, Ben uses the map from Kevin's Plumber Badge to locate other badges, and they head to one that is nearby. On the way, a schoolgirl who appears to be weak and disoriented is seen stumbling into traffic, which causes a truck to swerve out of the way and nearly collapse the road bridge, prompting Ben to transform into Humungousaur to hold it up. While Gwen and Kevin attempt to get everyone to safety, Michael Morningstar (whose badge they were tracking) appears and uses his powers to save the girl from earlier, whose name is Trina. He then thanks Ben, Gwen, and Kevin for the help and says that strange things have been happening to the girls at their school. While introducing himself, Michael goes to give Gwen a handshake, and a surge of energy flows between them, something that he claims has never happened before. Gwen seems instantly smitten over him, which makes Kevin suspicious. After touring Michael's headquarters, Ben offers him a spot on their team, but Kevin says they should get to know him better first. Ben tells Kevin that Michael's powers and equipment could be helpful, and repeat's his offer to him, to which he accepts. A power surge occurs soon after, and Ben notices from Michael's monitor that the energy drain levels at the power plant are unusually high, so they head there to investigate. At the power plant, they encounter some zombified schoolgirls who attack them. Ben transforms into a new alien, Chromastone, and subdues one of the girls. Meanwhile Gwen suddenly seems like she is about to faint. Michael then offers her to use some of his energy by holding his hand, which she uses to fend off an attack. Michael then fires a blast of energy towards some overhead pipes, causing them to fall down. This allows the girls to escape, for which he apologizes, making it seem like a mistake. Gwen then notices that she has a strange star-shaped mark on her arm. When Mike invites Gwen to dinner, Kevin uses the opportunity to break into Michael's house, despite Ben telling him not to. When Trina comes to the house looking for Michael, he notices that she has similar star-shaped marks on her arm to those of the zombified girls at the power plant. Kevin then presumes that whenever Michael touches someone, usually a girl, he makes a mark which attracts them to him and allows him to drain their energy. Ben is skeptical about this. Meanwhile, while Michael and Gwen are still alone, Michael grabs Gwen's hands, drains her energy and becomes more powerful, his skin and hair turning a shining gold. This also makes Gwen zombified like the girls at the power plant. In Kevin's Car, Ben and Kevin argue about Michael, with Ben saying that Kevin has been disliking him ever since they met. Kevin admits that this is partially because of his jealousy of Michael and his friendship with Gwen, but also states that Ben is too caught up in following Max's request in building a team to see that Michael isn't who Ben thinks he is. Ben wonders why Trina is not a zombie if Michael is turning the girls into them, to which Kevin assumes that it takes some time for them to become zombies. Ben replies that if Kevin is right, Michael would not have helped the trio fight the zombified girls. Kevin points out that he did not, as he told the trio not to harm the girls before he "accidentally" let them escape. Ben and Kevin find Michael by tracking his Plumber Badge. Seeing that he has drained Gwen's energy and her zombified state, Kevin yells out her name. Ben transforms into Jetray and Kevin absorbs the stone floor. They fight Michael, but he easily subdues both of them with his newly strengthened powers. Before Michael can finish them off, Gwen surprises him by grabbing onto his arms and reabsorbing her energy, including some of his. Now in a weakened state, Michael commands the other girls to give him their energy. They ultimately turn against him and take their energy back as well, returning them to their normal state and leaving him looking drained and weak. Kevin then takes Michael's Plumber badge and crushes it, saying he doesn't deserve it. While driving away, Ben apologizes for being too quick to trust Michael, and that he should have better judgment in going forward with their plan. Gwen says that it wasn't all his fault because Michael had control over her. Kevin then calls Ben a jerk, which prompts him to ask when he was going to ask Gwen out. Noteworthy Events Major Events *Ben, Gwen, and Kevin find another Plumber's kid. Character Debuts *Trina *Michael Morningstar *Lucy Omnitrix Alien Debuts *Chromastone Minor Events *This episode reveals that when Kevin absorbs a material it serves as a second skin layer. *It is revealed that Plumber Badges have a communicator function. Characters *Ben Tennyson *Gwen Tennyson *Kevin Levin *Trina (first appearance) *Lucy (first appearance) *Max Tennyson (hologram) Villains *Michael Morningstar (first appearance) Aliens Used *Humungousaur *Chromastone (first appearance) *Jetray Quotes Naming and Translations Cast Allusions *The title of the episode is based on the saying "All that glitters is not gold". Category:Episodes Category:Ben 10: Alien Force Episodes Category:Ben 10: Alien Force Season One Episodes Category:Episodes Directed by Dan Riba